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2021-476-E-AMS-Dude Solutions-All Facility Assessment Condition Study and Software
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2021-476-E-AMS-Dude Solutions-All Facility Assessment Condition Study and Software
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Last modified
9/1/2021 9:02:56 AM
Creation date
9/1/2021 9:01:56 AM
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Contract
Date
8/26/2021
Contract Starting Date
8/26/2021
Contract Ending Date
8/28/2021
Contract Document Type
Contract
Amount
$127,364.00
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<br />A-0000000464 <br />CONFIDENTIAL 12 Rev . 03/31/2020 <br />complete and accurate billing and contact information to DSI and notifying DSI promptly of any changes to such <br />information. <br />5.2 Automatic Payments. Subscriber shall, upon the written request from DSI, establish and maintain valid <br />and updated credit card information or a valid ACH auto debit account (in each case, the “Automatic Payment <br />Method”). Upon establishment of such Automatic Payment Method, DSI is hereby authorized to charge any applicable <br />Subscription Fee using such Automatic Payment Method. <br />5.3 Overdue Charges. If any invoiced amount is not received by DSI by the due date, without limiting DSI’s <br />rights or remedies, those overdue charges may accrue late interest at the rate of 1.5% of the outstanding balance per <br />month, or the maximum amount permitted by law, whichever is lower. DSI reserves the right to co ndition an overdue <br />Account’s future subscription renewals and Order Forms on shorter payment terms than those stated herein. <br />5.4 Renewal Charges. DSI maintains the right to increase Subscription Fees and other applicable fees and <br />charges in connection with each Renewal Term. <br />5.5 Taxes. DSI’s fees do not include any taxes, levies, duties or similar governmental assessments of any <br />nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever <br />(collectively, “Taxes”). Subscriber is responsible for paying all Taxes associated with its purchases hereunder. If DSI has <br />the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section 5.5, DSI shall invoice <br />Subscriber and Subscriber shall pay that amount unless Subscriber provides DSI with a valid tax exemption certificate <br />authorized by the appropriate taxing authority. Subscriber agrees to indemnify and hold DSI harmless from any <br />encumbrance, fine, penalty or other expense which DSI may incur as a result of Subscriber’s failure to pay any Taxes <br />required hereunder. For clarity, DSI is solely responsible for taxes assessable against DSI based on its income, property <br />and employees. <br />5.6 Purchases through Resellers. In the event Customer purchases the Services (including any renewals <br />thereof) through an authorized reseller of DSI, the terms and conditions of this Agreement shall apply and supersede any <br />other agreement except for any terms and conditions related to fees, payment or Taxes. Such terms and conditions shall <br />be negotiated solely by and between Subscriber and such authorized reseller. In the event Subscriber ceases to pay the <br />reseller, or terminates its agreement with the reseller, DSI shall have the right to terminate Subscriber’s access to the <br />Service at any time upon thirty (30) days’ prior written notice to Subscriber unless Subscriber and DSI have agreed <br />otherwise in writing. <br /> <br />Section 6.0 Term and Termination <br />6.1 Term. This Agreement commences on the date Subscriber establishes its Account and continues until <br />the Service subscription hereunder has expired or has been terminated (the “Term”). The initial term of the Service <br />subscription shall be set forth on the Order Form (the “Initial Term”). Thereafter, except as stated on an applicable <br />Order Form, the Service subscription shall automatically renew for additional periods equal to the expiring subscription <br />term or one year, whichever is longer (each, a “Renewal Term”) unless either party has provided written notice of its <br />intent to terminate the Service subscription not less than forty-five (45) days prior to the expiration of the then-current <br />Initial or Renewal Term applicable to the Service subscription. <br />6.2 Termination. Either party may terminate this Agreement (including its Service subscription and Account) <br />prior to the expiration of the Term if (i) the other party commits a material breach of this Agreement and fails to cure such <br />breach within thirty (30) days after written notice of such breach is given by the non-breaching party or (ii) Subscriber <br />becomes the subject of a petition in bankruptcy or other similar proceeding; provided that if the breach involves a failure <br />of Subscriber to pay any of the fees required under this Agreement, the cure period shall be reduced to ten (10) days. If <br />DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9
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